Terms of Use

These Terms of Use (these “Terms” is a legal agreement between you and Ernst & Young LLP (“we” or “EY”) that governs your access or use of the EY Navigateā„¢ website and mobile application (together,the “Application”) including any content, functionality, and the provision of certain services (the “Services”) made available through the Application, whether as a guest or a registered user, our fees for those Services, and the related terms and conditions under which you may receive the Services (together, the “Agreement”) .

These Terms of Use contain arbitration provisions that waive your right to a court hearing and jury trial when making claims under these terms. 

This Agreement governs the Application.  If you receive other services from EY, the terms and conditions governing those services will be contained in the engagement agreement between you and EY for such services.  To the extent of any conflict, this Agreement takes precedence in relation to the Website, unless the Engagement Agreement expressly overrides this Agreement. This Agreement does not affect any Engagement Agreement between EY and you.

1. Changes to the Terms of Use

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Application or Services thereafter.

Your continued use of the Application or Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

The Agreement is available to download once you have accepted it.  An electronic copy of the Agreement is available upon request to eynavigate@ey.com.

2. Intellectual Property Rights

The Application and all information, software, designs, data, databases, logos, interfaces, images, sound or visual recordings or other material available through the Application or the Services (collectively, "Content"), are owned by EY its licensors, or other providers of such Content and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.. Unless otherwise expressly stated in these Terms of Use, all references to the Application include the Content. All information, software, data, databases, images, sound or visual recordings or other material made available from or through you to EY in connection with the Application and/or the Services are collectively referred to as the "User Content." User Content is subject to our Privacy Policy. By using the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You retain any intellectual property rights you may have in any User Content.

3. Users Excluded from Using the Website and Prohibited Uses

These Terms of Use permit you to use the Application for your personal, non-commercial use only.

You represent that you are not an individual or an individual employed by or associated with an entity identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, or otherwise ineligible to receive items subject to US Export control laws and regulations, or other economic sanctions of any sovereign nation. The Application, the Content and the Services may be used only for lawful purposes. You acknowledge that your conduct is subject to local, state, national and international laws. You agree that you will comply with applicable laws, rules, regulations, ordinances and other national and international requirements related to your use of the Application, the Content and the Services.

You may not access or use the Services if you are a citizen or national of any country that is subject to United States export restrictions (currently including, but not necessarily limited to, Iran, Syria, North Korea, Libya, and Sudan). Also, you may not access or use the Application or the Services from any such country. You agree to abide by applicable export control laws and not to transfer, by electronic means or otherwise, any Content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any required government authorization.

You represent and warrant to EY that the User Content you provide to EY in the registration process and in other areas of the Application is true, accurate and complete. You represent that you have the right to provide EY with any User Content. As used in these Terms of Use, the term “EY Firm” means any member of the global network of Ernst & Young firms, each of which is a separate legal entity.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Application, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement purposes.

You may print [or download] one copy of a reasonable number of pages of the Application for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

The use of the Application and access to the Content is a license and you have no ownership or intellectual property rights in the Application and/or any Content. You agree that you will not:

  • Use the Services, Application or any Content for any fraudulent or unlawful purpose;
  • In connection with the Services, User Content, Application or any Content, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that EY endorses any statement you make;
  • Interfere with, unduly burden, hinder or disrupt the operation of the Application or the servers or networks used to make the Application available, or violate any requirements, procedures, policies or regulations of such networks;
  • Publish, post, upload, distribute or disseminate any User Content that is offensive, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
  • Transmit or otherwise make available in connection with the User Content, Application, any virus, worm, Trojan horse, spyware, adware or other computer code, file, or program that is malicious, harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
  • Restrict or inhibit any other person from using the Application (including, but not limited to, by hacking or defacing any portion of the servers or networks used to make the Application available);
  • Use the Services, Content, and/or the Application, for any commercial purposes;
  • Resell or otherwise exploit all or any part of the Content by any means or medium now or hereafter created;
  • Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Application;
  • Remove any copyright, trademark, or other proprietary rights notice from the Content, the Application;
  • Create a database by systematically downloading and storing the Content; and/or
  • Use the Content or the Application in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and you agree that EY is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Application;
  • Attempt to gain unauthorized access to or impair any aspect of the Application or any related systems or networks;
  • Use any robot, spider, search/retrieval application or script or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather or reproduce the Content or the Application or circumvent the navigational structure or presentation of the Content or the Application without our express prior written consent.

If you use or provide any other person with access to any part of the Application in breach of these Terms of Use, your right to use the Application will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Application or any Content on the Application is transferred to you, and all rights not expressly granted are reserved by the EY. Any use of the Application not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

If EY, in its sole discretion, believes that the Application is being used to commit a criminal offense by you, we may:

Disclose information about you, including your identity and other personal information, to law enforcement authorities.

Immediately suspend or terminate your right to use the Application.

YOU WAIVE AND HOLD HARMLESS EY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY EY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER EY OR LAW ENFORCEMENT AUTHORITIES.

4. Links to Third-Party Sites

The Application may contain links to other web sites, application, or networks ("Linked Sites"). The Linked Sites are maintained by third parties over which EY exercises no control and may be subject to said third parties’ legal terms or privacy policies.  Your correspondence or any other dealings with third parties are solely between you and such third party.  Accordingly, EY expressly disclaims all liability and responsibility for such third-party applications, websites, or networks. EY is not responsible for webcasting or any other form of transmission received from any Linked Site. EY is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement, approval, or sponsorship by EY of any Linked Site or any association with its operators. If you decide to visit any Linked Site, you do so at your own risk.  The following additional terms apply to the Linked Sites:

Quovo

  • You agree that De-Identified Data obtained by Quovo in connection with the services may be used by Quovo for any lawful purpose. "De-Identified Data" means data that does not contain any information that identifies or can be reasonably used to identify an individual person, including you.
  • To use Quovo, you will need to provide Quovo with your login credentials for a variety of financial institutions. Quovo will retrieve (or "sync") ongoing account data such as investment positions, account balances, and transactions. This data will be maintained and normalized nightly, using proprietary procedures developed and maintained by Quovo and made available for use by EY for the benefit of users of the Application (the "Output").
  • Quovo will store your login credentials and all data retrieved from your accounts in its database. Quovo will maintain such data in accordance with the security requirements set forth in Quovo’s terms of use and privacy policy, to protect the confidentiality, privacy, and integrity of this data.
  • You agree to abide by Quovo's Terms of Use for participating in the Quovo services. These terms may be seen at https://www.quovo.com/legal/terms/ and may be amended by Quovo from time to time.

Open Source Components

The Application contains certain open source software. A listing of all open source software components of the Application along with the license terms and conditions for the Open Source Components ("Open Source License Terms") is available and will be provided to you upon request. The Open Source License Terms apply to and govern your use of the Open Source Components only. The Open Source License Terms do not apply to or govern your use of any other part of the Application.  To receive a copy of this listing, please send an email request to eynavigate@ey.com.

5. Use of Communication Services

The Application may provide real-time chat services (“Chat”) as well as other messaging or communication facilities (“Messaging”) designed to enable you to communicate with EY (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and reasonably related to the Communication Service. You agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

EY may (but is not obligated to) review any materials posted, sent or received via a Communication Service and may remove any materials in its sole discretion. EY may terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

EY may at any time disclose any information posted on the Communications Services as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in EY’s sole discretion.

The Application provides a Messaging feature. The Messaging feature is not “real time”, meaning that EY personnel are not standing by waiting to respond to your messages. The Messaging feature will store your message and forward it to an EY financial planner, who will normally respond to you within two business days. EY support personnel will not attempt to obtain any personally identifying information through the chat.

6. Network Access and Devices

We reserve the right to withdraw or amend the Application, and any service or material we provide on the Application, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Application, or the entire Application, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Application.
  • Ensuring that all persons who access the Application through your internet connection are aware of these Terms and comply with them.

To access the Application and the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application that all the information you provide on the Application is correct, current, and complete. You agree that all information you provide to register with this Application or otherwise, including but not limited to through the use of any interactive features on the Application, is governed by our Privacy Policy. You consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms

You are responsible for obtaining and maintaining the data network access necessary to use the Application. Your mobile network’s data and messaging rates and fees may apply if you access or use the Application from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Application and any updates to the Application. EY does not guarantee that the Application, or any portion thereof, will function on any particular hardware or device. In addition, the Application may be subject to malfunctions and delays inherent in the use of the Internet, electronic communications and technology.

7. General Terms and Conditions

1. About us

We will perform the Services in accordance with applicable professional standards, including those established by the American Institute of Certified Public Accountants (“AICPA”). We are a member of the global network of Ernst & Young firms (“EY Firms”), each of which is a separate legal entity. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other.  We may subcontract portions of the Services to other EY Firms. Nevertheless, we alone will be responsible to you for the Services, and our other obligations under this Agreement. From time to time, non-CPA personnel may perform the Services.

Unless prohibited by applicable law, we may provide Client Information to other EY Firms (which are listed at www.ey.com) and EY Persons, as well as external third parties providing services on our or their behalf, who may collect, use, transfer, store or otherwise process (collectively, “Process”) it in various jurisdictions in which they operate in order to facilitate performance of the Services, to comply with regulatory requirements, to check conflicts, to provide financial accounting and other administrative support services or for quality and risk management purposes. We shall be responsible to you for maintaining the confidentiality of Client Information, regardless of where or by whom such information is Processed on our behalf.

2. Limitations

YOU AGREE THAT IN NO EVENT WILL EY OR ANY OTHER EY FIRM, OR ANY PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS AND OTHER SUPPLIERS OF EY OR ANY SUCH EY FIRM, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS, LIABILITY, COST, DAMAGE OR OTHER INJURY OF ANY KIND WHATSOEVER, ARISING OUT OF OR RESULTING FROM ANY USE OF THE APPLICATION, THE SERVICES, THE CONTENT, OR ANY LINKED SITE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY THEREOF. IN ADDITION, YOU AGREE THAT IN NO EVENT WILL EY OR ANY EY FIRM, OR ANY PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS AND OTHER SUPPLIERS OF EY OR ANY SUCH EY FIRM, BE LIABLE TO YOU, FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA ON ANY INFORMATION HANDLING SYSTEMS OR OTHERWISE, IN CONNECTION WITH THESE TERMS OF USE OR THE PERFORMANCE OF ANY SERVICES OR OTHER OBLIGATIONS HEREUNDER, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY THEREOF.

WITHOUT LIMITING ANY OF THE FOREGOING, IF EY OR ANY EY FIRM IS FOUND LIABLE TO YOU FOR ANY CLAIMS OR MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE AND SUCH LIABILITY DOES NOT ARISE AS A RESULT OF ATTEST SERVICES PROVIDED TO YOU BY EY, WITHIN THE MEANING OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PROFESSIONAL STANDARDS, THE EY PARTIES' AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH MATTERS AND CLAIMS IN ANY CALENDAR YEAR UNDER THESE TERMS OF USE SHALL NOT EXCEED (A) THE FEES PAID BY YOU TO EY IN THAT CALENDAR YEAR FOR THE PARTICULAR SERVICE PROVIDED UNDER THESE TERMS OF USE THAT IS PRINCIPALLY ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $100, WHICHEVER IS GREATER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF EY AND THE OTHER EY FIRMS SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS OF USE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EY is not a law firm and does not engage in the practice of law. EY’s Services do not constitute legal advice and you may not consider any information provided to you through the Application or the Services as legal advice or as a substitute for legal advice. Your use of the Application or the Services does not create any attorney-client relationship between you and EY and you are solely responsible for determining whether to consult with counsel. 

EY cannot provide you with any assurance that its processes associated with the Application or the Services are sufficient to preserve any accountant-client, attorney-client, work product, or any other applicable privilege or protection that you (whether in your role as a client, as a CPA, as a lawyer, or otherwise) or any third person may have or be obligated to maintain, or that may otherwise apply to the questions and information you submit. You are solely responsible for determining whether your use of the Application or the Services could be deemed to waive or impair in any manner any applicable privilege or protection.

 

You may not make a claim or bring proceedings relating to the Application, the Services, the Content or otherwise under these Terms of Use against any other EY Firm or EY’s or any EY Firm’s subcontractors, members, shareholders, directors, officers, partners, principals or employees (“EY Persons”). You shall make any claim or bring proceedings only against EY. The provisions of this section are intended to benefit the other EY Firms and all EY Persons, who shall be entitled to enforce them.

Neither you nor EY shall be liable for breach of these Terms of Use caused by circumstances beyond your or EY’s reasonable control.

3. Working Papers

Where you have access to drafts of EY reports or copies of documents which are work in progress or working papers, you hereby acknowledge that you may not rely on these materials and that EY does not owe you a duty of care in relation to your use of such material. You further acknowledge that the figures, calculations, models and advice contained in the EY reports issued in final may differ from those in the draft reports, work in progress documents and working papers.. Any use of these materials is at your own risk.

4. Governing Law

These Terms of Use, and any non-contractual matters or obligations arising out of these Terms of Use or the Services, including (without limitation) claims arising in tort, fraud, under statute or otherwise relating to the Application, the Content or the Services, or questions relating to the scope or enforceability of this “Governing Law” section, shall be governed by, and construed in accordance with, the laws of New York applicable to agreements made, and fully to be performed, therein by residents thereof. Any dispute relating to these Terms of Use, the Application, the Content or the Services shall be resolved by mediation and arbitration as set forth in the Mediation and Arbitration sections of these Terms of Use.

5. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT. 

YOUR USE OF THE APPLICATION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE EY NOR ANY PERSON ASSOCIATED WITH EY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APPLICATION. WITHOUT LIMITING THE FOREGOING, NEITHER EY NOR ANYONE ASSOCIATED WITH EY REPRESENTS OR WARRANTS THAT THE APPLICATION, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

6. This Agreement

These Terms of Use, together with the Privacy Policy, represent your entire agreement with EY pertaining to your use of the Application, the Content and the Services and supersedes all prior agreements, understandings and representations with respect thereto. If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect. These Terms of Use do not confer any rights, remedies or benefits upon any person other than you and EY.

7. Assignment

You may not assign any of your rights, obligations or claims arising out of or related to this Agreement or any Services.

8. Termination

This Agreement applies to the Services whenever performed (including before the date of this Agreement) and shall terminate upon the completion of the Services. We may terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use. The provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.

9. Digital Millennium Copyright Act

If any person or entity believes their copyright-protected work was posted on the Services without authorization, they may submit a copyright infringement notification. Such requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. Such requests should be sent to DMCA@ey.com

10. Geographic Restrictions

We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

11. Trademarks

EY’s name, the terms, EY’ logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of EY. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Mediation

A party shall submit a dispute to mediation by written notice to the other party or parties. The mediator shall be selected by the parties. If the parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator at the request of a party. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not and will not become during the term of the mediation, an employee, partner, executive officer, director, or substantial equity owner of any EY audit client.

The mediator shall conduct the mediation as he/she determines, with the agreement of the parties. The parties shall discuss their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed.

Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator.

If the parties have not resolved a dispute within 90 days after the date of the written notice that commenced the mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate, and the dispute shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration.

Arbitration

The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of these Terms of Use, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control.

The arbitration will be conducted before a single arbitrator, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrator. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not and will not become during the term of the arbitration, an employee, partner, executive officer, director, or substantial equity owner of any EY audit client.

Each party shall bear their own costs in the arbitration and shall evenly split the fees associated with the arbitrator.

The arbitrator shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with these Terms of Use or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitrator shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction and shall have no power to decide the dispute in any manner not consistent with such limitations period.

Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery.

All aspects of the arbitration shall be treated as confidential. The parties and the arbitrator may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards.

The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.

ADV Part 2B and Financial Reporting Oversight Role

You may access and download a copy of Form ADV Part 2B here, which includes information regarding any investment planning services that may be provided to you. If you or a member of your immediate family or household currently serve as a director, an officer, or in a financial reporting or accounting role with a public company, or a subsidiary of a public company, please email us at eynavigate@ey.com as EY’s ability to provide financial planning services to you may be restricted.